Oversight Committee Bylaws

San Luis Obispo County Community College District Application For Independent Citizens’ Oversight Committee Bylaws

Section 1. Committee Established. The San Luis Obispo County Community College District (the “District”) was successful
at the election conducted on November 4, 2014 (the “Election”) in obtaining authorization
from the District’s voters to issue up to $275,000,000 aggregate principal amount
of the District’s school facilities bond (“Measure L”). The Election was conducted
under Proposition 39, being chaptered as the Strict Accountability in Local School
Construction Bonds Act of 2000, at Section 15264 et seq. of the Education Code of the State (“Prop 39”). Pursuant to Section 15278 of the
Education Code, the District is now obligated to establish an Independent Citizens’
Bond Oversight Committee in order to satisfy the accountability requirements of Prop
39. The Board of Trustees of the San Luis Obispo County Community College District
(the “Board”) hereby establishes the Independent Citizens’ Bond Oversight Committee
(the “Committee”) which shall have the duties and rights set forth in these Bylaws.
The Committee does not have legal capacity independent from the District.

Section 2 Purposes. The purposes of the Committee are set forth in Prop 39, and these Bylaws are specifically
made subject to the applicable provisions of Prop 39 as to the duties and rights of
the Committee. The Committee shall be deemed to be subject to the Ralph M. Brown Public Meetings Act of the State of California and shall conduct its meetings in accordance with the
provisions thereof. The District shall provide necessary administrative support to
the Committee as shall be consistent with the Committee’s purposes, as set forth in
Prop 39.

The proceeds of general obligation bonds issued pursuant to the Election are hereinafter
referred to as “bond proceeds.” The Committee shall confine itself specifically to
bond proceeds generated under Measure L. Regular and deferred maintenance projects
and all monies generated under other sources shall fall outside the scope of the Committee’s
review.

Section 3. Duties. To carry out its stated purposes, the Committee shall perform only the duties set
forth in Sections 3.1, 3.2, and 3.3 hereof, and shall refrain from those activities
set forth in Sections 3.4 and 3.5.

3.1 Inform the Public. The Committee shall inform the public concerning the District’s
expenditure of bond proceeds. In fulfilling this duty, all official communications
to either the Board or the public shall come from the Chair acting on behalf of the
Committee. The Chair shall only release information that reflects the majority view
of the Committee.

3.2 Review Expenditures. The Committee shall review expenditure reports produced
by the District to ensure that (a) bond proceeds were expended only for the purposes
set forth in Measure L; and (b) no bond proceeds were used for teacher or administrative
salaries or other operating expenses in compliance with Attorney General Opinion 04-110,
issued on November 9, 2004.

3.3 Annual Report. The Committee shall present to the Board, in public session,
an annual written report which shall include the following:

(a) A statement indicating whether the District is in compliance with the requirements
of Article XIIIA, Section 1(b)(3) of the California Constitution; and

(b) A summary of the Committee’s proceedings and activities for the preceding year.

3.4 Duties of the Board/Superintendent. Either the Board or the Superintendent,
as the Board shall determine, shall have the following powers reserved to it, and
the Committee shall have no jurisdiction over the following types of activities:

(i) Approval of contracts,

(ii) Approval of change orders,

(iii) Expenditures of bond funds,

(iv) Handling of all legal matters,

(v) Approval of project plans and schedules,

(vi) Approval of all deferred maintenance plans, and

(vii) Approval of the sale of bonds.

3.5 Measure L Projects Only. In recognition of the fact that the Committee is charged
with overseeing the expenditure of bond proceeds, the Board has not charged the Committee
with responsibility for:

(a) Projects financed through the State of California, developer fees, redevelopment
tax increment, certificates of participation, lease/revenue bonds, the general fund
or the sale of surplus property without bond proceeds shall be outside the authority
of the Committee.

(b) The establishment of priorities and order of construction for the bond projects,
which shall be made by the Board in its sole discretion.

(c) The selection of architects, engineers, soils engineers, construction managers,
project managers, CEQA consultants and such other professional service firms as are
required to complete the project based on District criteria established by the Board
in its sole discretion.

(d) The approval of the design for each project including exterior materials, paint
color, interior finishes, site plan and construction methods (modular vs. permanent)
which shall be determined by the Board in its sole discretion.

(e) The selection of independent audit firm(s), performance audit consultants and
such other consultants as are necessary to support the activities of the Committee.

(f) The approval of an annual budget for the Committee that is sufficient to carry
out the activities set forth in Prop 39 and included herein.

(g) The appointment or reappointment of qualified applicants to serve on the Committee,
subject to legal limitations, and based on criteria adopted in the Board’s sole discretion
as part of carrying out its function under Prop 39.

Section 4. Authorized Activities.

4.1 In order to perform the duties set forth in Section 3.0, the Committee may engage
in the following authorized activities:

(a) Receive copies of the District’s annual, independent performance audit and annual,
independent financial audit required by Prop 39 (Article XIIIA of the California Constitution)
(together, the “Audits”) at the same time said Audits are submitted to the District,
and review the Audits.

(b) Inspect District facilities and grounds for which bond proceeds have been or will
be expended, in accordance with any access procedure established by the District’s
Superintendent.

(c) Review copies of deferred maintenance plans developed by the District.

(d) Review efforts by the District to maximize bond proceeds by implementing various
cost-saving measures.

(e) Receive from the Board, within three months of the District receiving the Audits,
responses to any and all findings, recommendations, and concerns addressed in the
Audits, and review said responses.

Section 5. Membership.

5.1 Number.

The Committee shall consist of at least seven (7) members appointed by the Board from
a list of candidates submitting written applications, and based on criteria established
by Prop 39, to wit:

One (1) student enrolled and active in a community college support group, such as
student government.

One (1) member active in a business organization representing the business community
located in the District.

One (1) member active in a senior citizens' organization.

One (1) member active in a bona-fide taxpayers association.

One (1) member active in a support organization for the college, such as a foundation.

Two (2) members of the community at-large.

5.2 Qualification Standards.

(a) To be a qualified person, he or she must be at least 18 years of age.

(b) The Committee may not include any employee, official of the District or any vendor,
contractor or consultant of the District.

5.3 Ethics: Conflicts of Interest.

(a) Members of the Committee are not subject to the Political Reform Act (Gov. Code
§§ 81000 et seq.), and are not required to complete Form 700; but each member shall comply with the
Committee Ethics Policy attached as “Attachment A” to these Bylaws.

(b) Pursuant to Section 35233 of the Education Code, the prohibitions contained in
Article 4 (commencing with Section 1090) of Division 4 of Title 1 of the Government
Code (“Article 4”) and Article 4.7 (commencing with Section 1125) of Division 4 of
Title 1 of the Government Code (“Article 4.7”) are applicable to members of the Committee.
Accordingly:

(i) Members of the Committee shall not be financially interested in any contract made
by them in their official capacities or by the Committee, nor shall they be purchasers
at any sale or vendors at any purchase made by them in their official capacity, all
as prohibited by Article 4; and

(ii) Members of the Committee shall not engage in any employment, activity, or enterprise
for compensation which is inconsistent, incompatible, in conflict with, or inimical
to duties as a member of the Committee or with the duties, functions, or responsibilities
of the Committee or the District. A member of the Committee shall not perform any
work, service, or counsel for compensation where any part of his or her efforts will
be subject to approval by any other officer, employee, board, or commission of the
District’s Board of Trustees, except as permitted under Article 4.7.

5.4 Term. Except as otherwise provided herein, each member shall serve a term of
two (2) years, commencing as of the date of appointment by the Board. No member may
serve more than three (3) consecutive terms. At the Committee’s first meeting, members
will draw lots or otherwise select a minimum of two members to serve for an initial
one (1) year term and the remaining members for an initial two (2) year term. Members
whose terms have expired may continue to serve on the Committee until a successor
has been appointed. Terms commence on the date or number is appointed to the Committee
by the Board of Trustees.

5.5 Appointment. Members of the Committee shall be appointed by the Board through
the following process: (a) the District will advertise in the local newspapers, on
its website, and in other customary forums, as well as solicit appropriate local groups
for applications; (b) the Superintendent will review the applications; and (c) the
Superintendent will make recommendations to the Board.

5.6 Removal; Vacancy. The Board may remove any Committee member for any reason, including
failure to attend two consecutive Committee meetings without reasonable excuse or
for failure to comply with the Committee Ethics Policy. Upon a member’s removal,
his or her seat shall be declared vacant. The Board, in accordance with the established
appointment process shall fill any vacancies on the Committee. The Board shall seek
to fill vacancies within 90 days of the date of occurrence of a vacancy.

5.7 Compensation. The Committee members shall not be compensated for their services.

5.8 Authority of Members. (a) Committee members shall not have the authority to direct
staff of the District; (b) individual members of the Committee retain the right to
address the Board, either on behalf of the Committee or as an individual; (c) the
Committee shall not establish sub-committees for any purpose; and (d) the Committee
shall have the right to request and receive copies of any public records relating
to Measure L funded projects.

Section 6. Meetings of the Committee.

6.1 Regular Meetings. The Committee shall meet at least once a year, but shall not
meet more frequently than quarterly.

6.2 Location. All meetings shall be held within the boundaries of the San Luis Obispo
County Community College District, located in San Luis Obispo County, California.

6.3 Procedures. All meetings shall be open to the public in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq. Meetings shall be conducted according to such additional procedural rules as the
Committee may adopt. A majority of the number of Committee members shall constitute
a quorum for the transaction of any business of the Committee.

Section 7. District Support.

7.1 The District shall provide to the Committee necessary technical and administrative
assistance as follows:

(a) preparation of and posting of public notices as required by the Brown Act, ensuring that all notices to the public are provided in the same manner as notices
regarding meetings of the District Board;

(b) provision of a meeting room, including any necessary audio/visual equipment;

(c) preparation, translation and copies of any documentary meeting materials, such
as agendas and reports; and

(d) retention of all Committee records, and providing public access to such records
on an Internet website maintained by the District.

7.2 District staff and/or District consultants shall attend Committee proceedings
in order to report on the status of projects and the expenditure of bond proceeds.

Section 8. Reports. In addition to the Annual Report required in Section 3.3, the Committee may report
to the Board from time to time in order to advise the Board on the activities of the
Committee. Such report shall be in writing and shall summarize the proceedings and
activities conducted by the Committee.

Section 9. Officers. The Superintendent shall appoint the initial Chair. Thereafter, the Committee shall
elect a Chair and a Vice-Chair who shall act as Chair only when the Chair is absent.
The Chair and Vice-Chair shall serve in such capacities for a term of one year and
may be re-elected by vote of a majority of the members of the Committee.

Section 10. Amendment of Bylaws. Any amendment to these Bylaws shall be approved by a majority vote of the Board.

Section 11. Termination. The Committee shall automatically terminate and disband concurrently with the Committee’s
submission of the final Annual Report which reflects the final accounting of the expenditure
of all Measure L monies.

CITIZENS’ BOND OVERSIGHT COMMITTEE

ETHICS POLICY STATEMENT

This Ethics Policy Statement provides general guidelines for Committee members in
carrying out their responsibilities. Not all ethical issues that Committee members
face are covered in this Statement. However, this Statement captures some of the
critical areas that help define ethical and professional conduct for Committee members.
The provisions of this Statement were developed from existing laws, rules, policies
and procedures as well as from concepts that define generally accepted good business
practices. Committee members are expected to strictly adhere to the provisions of
this Ethics Policy.

POLICY

CONFLICT OF INTEREST. A Committee member shall not make or influence a District decision
related to: (1) any contract funded by bond proceeds, or (2) any construction project
which will benefit the Committee member’s outside employment, business, or a personal
finance or benefit an immediate family member, such as a spouse, child or parent.

OUTSIDE EMPLOYMENT. A Committee member shall not use his or her authority over a
particular matter to negotiate future employment with any person or organization that
relates to: (1) any contract funded by bond proceeds, or (2) any construction project.
A Committee member shall not make or influence a District decision related to any
construction project involving the interest of a person with whom the member has an
agreement concerning current or future employment, or remuneration of any kind. For
a period of two (2) years after leaving the Committee, a former Committee member may
not represent any person or organization for compensation in connection with any matter
pending before the District that, as a Committee member, he or she participated in
personally and substantially. Specifically, for a period of two (2) years after leaving
the Committee, a former Committee member and the companies and businesses for which
the member works shall be prohibited from contracting with the District with respect
to: (1) bidding on projects funded by the bond proceeds; and (2) any construction
project.

COMMITMENT TO UPHOLD LAW. A Committee member shall uphold the federal and California
Constitutions, the laws and regulations of the United States and the State of California
(particularly the Education Code) and all other applicable government entities, and
the policies, procedures, rules and regulations of the San Luis Obispo County Community
College District.

COMMITMENT TO DISTRICT. A Committee member shall place the interests of the District
above any personal or business interest of the member.